Proposed transaction advances tZERO’s objective to establish an independent public company footprint to scale its regulated, multi-asset infrastructure-as-a-service solutions across tokenized securities and derivatives, alongside its industry-leading blockchain patent portfolio.

FG Imperii brings together the SPAC execution experience of the Fundamental Global team and the digital asset capital markets expertise of Imperii Partners.

An affiliate of FG Imperii has also provided additional capital to tZERO’s previously announced funding round to support the transaction, alongside up to approximately $231 million of cash held in trust and entered into a term sheet for a forward purchase agreement from FG Merchant Partners LP.

tZERO Group, Inc., a financial technology company powering tokenized financial markets through regulated Infrastructure-as-a-Service (IaaS) solutions, and FG Imperii Acquisition Corp., a publicly traded special purpose acquisition company, announced that they have entered into a definitive business combination agreement.

This transaction will bring a true pioneer to the public markets – a company that helped lay the foundations of the tokenization economy and remains one of its longest-operating infrastructure providers. Following its strategic and leadership reset last year, tZERO is now widely recognized as a leading, broadly diversified, end-to-end infrastructure provider for tokenized securities and derivatives, prediction markets and other digital assets, including crypto. tZERO’s tokenized securities offering is deeper and broader than the competition and is supported by more than 100 early-dated blockchain patents.

The proposed business combination values tZERO at a pre-money equity valuation of $350 million, including up to $25 million to be realized upon the achievement of specified milestones. Existing tZERO shareholders are expected to roll 100% of their equity interests into the combined company. Following the closing, the combined company’s common stock is expected to trade on NYSE American under the ticker symbol “TZRO.”

“We have talked about the next phase of tZERO’s evolution requiring a more independent footprint. This transaction delivers that objective, unlocks growth paths and strengthens our ability to scale market infrastructure required for an increasingly tokenized financial system,” said Alan Konevsky, Chief Executive Officer of tZERO. “Our infrastructure-as-a-service capabilities are complete, hard to replicate individually and, in many cases, are unique in the marketplace. These capabilities are built, ready and already commercialized with Tier 1 institutional customers. With this step, we will continue to grow that infrastructure and deepen our diversified institutional and strategic relationships across asset classes. My team and I are building markets for a tokenized world, and this transaction is intended to catalyze further growth, enhance competitiveness and enable tZERO to pursue that opportunity at greater scale and speed. I am grateful to our partners at FG Imperii, and all of our investors, for believing in tZERO. With a market-validated strategy and go-to-market plan in place now, an obsessive focus on results and execution and the expected public markets footprint, my team and I are excited about the next chapter.”

The combined company may receive up to approximately $231 million of cash held in FG Imperii’s trust account, subject to redemptions by FG Imperii’s public shareholders and before transaction expenses. In addition, the company has agreed to enter into the forward purchase arrangement with FG Merchant Partners LP (subject to definitive documentation), an affiliate of Fundamental Global, one of the co-leads of FG Imperii and of FG Imperii’s sponsor, covering up to 2.5 million shares. An affiliate of FG Imperii has also provided additional capital to tZERO’s previously announced funding round to support the transaction.

“tZERO combines differentiated technology, hard-to-replicate regulatory infrastructure and years of operating experience in digital securities,” said Larry Swets, Chief Executive Officer of FG Imperii. “Our team has evaluated and executed public market transactions across multiple market cycles, with a focus on businesses capable of creating durable, long-term shareholder value. We believe tZERO has the infrastructure, leadership and strategic position to become an important public company at the intersection of capital markets and blockchain technology.”

“Tokenization is becoming a practical component of institutional financial infrastructure, creating demand for regulated platforms that can connect assets, investors and liquidity,” said Tony Scuderi, President of FG Imperii Acquisition Corp. and founder of Imperii Partners. “tZERO has spent years building the capabilities required to serve that market. Its combination of regulatory permissions, technology and institutional connectivity provides a compelling foundation for growth as financial markets increasingly adopt digital rails.”

Through its regulated subsidiaries and integrated technology platform, tZERO provides access to a range of financial services and infrastructure supporting the issuance trading, settlement and custody of tokenized assets, subject to applicable regulatory authorizations:

• Securities: An SEC-registered, FINRA-member broker-dealer infrastructure, an alternative trading system operated pursuant to Regulation ATS, SEC-registered transfer agent services and brokerage, custody and settlement services for tokenized and traditional securities, provided through the applicable regulated subsidiaries.
• Derivatives: A CFTC-registered introducing broker and derivatives clearing organization (DCO), with a pending application for designation as a designated contract market (DCM), which are expected to bring regulated derivatives onto tZERO’s infrastructure platform this year.
• Intellectual property: A patent portfolio covering core tokenization, custody and settlement processes, which protects tZERO’s infrastructure, creates a licensable moat for partners and underpins tZERO’s bridge between traditional and decentralized finance.

Key Investment Highlights

• Diversified regulated infrastructure across the asset lifecycle: tZERO brings together tokenization, transfer agent, brokerage, trading, custody, clearing and settlement capabilities within an integrated institutional platform – across securities and derivatives/prediction markets/crypto verticals.
• Established regulatory foundation: The Company operates through multiple regulated entities, including a broker-dealer, introducing broker, and a registered transfer agent.
• More than a decade of digital market experience: tZERO has operated at the intersection of blockchain technology and regulated securities markets since 2014.
• Infrastructure-as-a-Service growth model: tZERO offers its regulated capabilities through API and white label solutions for B2B and B2B2C partners, enabling institutions to bring digital market services to their customers without building the underlying regulatory and technology infrastructure themselves.
• Multi-asset opportunity: The platform is designed to support a growing range of conventional and tokenized products, including equities, funds, fixed income, private market securities and other regulated financial instruments.
• Strategic position in an expanding market: As issuers, asset managers and financial intermediaries explore blockchain-based issuance, distribution and settlement, tZERO is positioned to provide the regulated infrastructure connecting those participants.

Individually, these are scarce capabilities that are hard to secure and, as importantly, operationalize. Taken together, they are designed to address every pain point in the tokenization lifecycle and provide full horizontal interoperability, as well as opportunities to cross- and up-sell capabilities as needs evolve and tZERO works with its clients to provide comprehensive solutions for sticky and evergreen relationships.

The net proceeds from the transaction are expected to be used to strengthen tZERO’s balance sheet, expand its technology and regulated infrastructure, accelerate commercial growth, support new products and strategic partnerships, and fund other general corporate purposes.

The boards of directors of tZERO and FG Imperii have unanimously approved the proposed business combination. tZERO has also received support agreements from shareholders representing approximately 62% of its capital, on a fully diluted basis. The transaction is expected to close in early 2027, subject to the satisfaction of customary closing conditions, including shareholder approvals, applicable regulatory consents and filings, the effectiveness of the registration statement on Form S-4 and the approval of the listing of the combined company’s common stock on NYSE American.

Upon completion of the transaction, tZERO’s existing management team, led by Chief Executive Officer Alan Konevsky, is expected to continue leading the combined company. The combined company’s board of directors is expected to consist of the Chief Executive Officer and other directors designated by tZERO at closing, together with one board observer designated by FG Imperii’s sponsor.

Additional Information and Investor Presentation

Additional information about the proposed business combination, including a copy of the definitive agreement and an investor presentation, will be included in a Current Report on Form 8-K to be filed by FG Imperii with the U.S. Securities and Exchange Commission (“SEC”) and will be available on the SEC’s website at www.sec.gov.

Advisors

Chardan is acting as exclusive financial advisor and capital markets advisor to tZERO. Chardan is also acting as lead placement agent and Imperii Securities is acting as co-placement agent for the transaction.

Lowenstein Sandler LLP is serving as legal advisor to tZERO. Loeb & Loeb LLP is serving as legal advisor to FG Imperii.

Source: tZERO